FIRST AMENDMENT TO THE
                              OMEGA WORLDWIDE, INC.
                   1997 STOCK OPTION AND RESTRICTED STOCK PLAN


         THIS FIRST  AMENDMENT is made as of April , 2000,  by Omega  Worldwide,
Inc., a Maryland corporation (the "Corporation").

         WHEREAS, the Corporation maintains the Omega Worldwide, Inc. 1997 Stock
Option and Restricted Stock Plan (the "Plan"); and

         WHEREAS,  the  Corporation  desires  to amend  the Plan to  modify  the
definition of "change of control" and the vesting  provisions  for stock options
and restricted stock awards.

         NOW, THEREFORE,  BE IT RESOLVED, that the Corporation does hereby amend
the Plan as follows:

         1. By deleting the existing  Section 8(a) of the Plan and  substituting
therefor the following new Section 8(a):

                  " (a) Certain Terms.  Subject to Section 19 hereof, the shares
         of  Restricted  Stock  granted to a Grantee shall be released to him in
         accordance  with  such  schedule  as the  Plan  Committee,  in its sole
         discretion,  shall  determine  at the  time of  grant.  All  shares  of
         Restricted  Stock shall be fully released not later than ten (10) years
         from the date of grant.  Except for normal  retirement,  or pursuant to
         the terms of the written  agreement with a non-employee  director,  the
         Grantee shall have no vested  interest in the  unreleased  stock of any
         grant in the  event of his  termination  with the  Corporation  for any
         reason (unless the Plan Committee,  in its sole discretion,  decides to
         terminate  the  forfeiture  restriction  following the  termination  of
         employment of such Grantee and  accelerate the release of the shares of
         Restricted  Stock in  accordance  with  Section 19 of the Plan) and the
         unreleased stock certificates  shall be canceled.  During the Grantee's
         continued  employment or affiliation,  however, he shall have the right
         to vote all shares and to receive  all  dividends  as though all shares
         granted were his without restrictions. "

         2. By  deleting  the  third  paragraph  of  Section  19 of the Plan and
substituting therefor the following new third paragraph:



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                  "Notwithstanding  the  preceding  two  paragraphs or any other
         provision  of this  Plan,  in the  event of a  Change  of  Control,  as
         hereinafter  defined, all Restricted Stock granted under the Plan which
         has not previously  been  forfeited  shall  immediately  vest as of the
         effective  date of the Change of Control and all Stock Options  granted
         under  the Plan  which  have not  previously  been  forfeited  shall be
         immediately  vested and exercisable in full as of the effective date of
         the Change of Control.  For purposes of this Plan,  "Change of Control"
         shall mean the occurrence of any of the following events:

                           (a) a  change  in  control  of the  Corporation  of a
                  nature  that would be  required  to be reported in response to
                  Item  6(e)  of  Schedule   14A,   Regulation   240,   14a-101,
                  promulgated  under the  Securities  Exchange  Act of 1934 (the
                  "Exchange  Act") as in effect on the date hereof,  or, if Item
                  6(e) is no  longer in  effect,  any  regulation  issued by the
                  Securities  Exchange  Commission  pursuant to the Exchange Act
                  which serves similar purposes;

                           (b) any  "Person"  (as defined in Section  3(a)(9) of
                  the Exchange  Act as modified  and used in Sections  13(d) and
                  14(d) of the  Exchange  Act),  is or becomes  the  "beneficial
                  owner"  (as  defined  in  Rule  13d-3  of the  Exchange  Act),
                  directly  or   indirectly,   of  equity   securities   of  the
                  Corporation  representing more than fifty percent (50%) of the
                  combined voting power or value of the surviving  entity's then
                  outstanding voting equity securities;

                           (c)  during  any  period  of not  more  than  two (2)
                  consecutive  years,  not  including  any  period  prior to the
                  Effective  Date,  individuals  who at the  beginning  of  such
                  period constitute the Board (the "Incumbent Directors"), cease
                  for any  reason to  constitute  at least a  majority  thereof;
                  provided, however, that any director who was not a director as
                  of the Effective Date shall be deemed to be Incumbent Director
                  if that director was elected to such board of directors on the
                  recommendation of or with the approval of, at least two-thirds
                  (2/3)  of  the  directors  who  then  qualified  as  Incumbent
                  Directors; and provided further that no director whose initial
                  assumption  of  office  is in  connection  with an  actual  or
                  threatened  election  contest  relating  to  the  election  of
                  directors shall be deemed to be an Incumbent Director;

                           (d)  the   approval  by  the   shareholders   of  the
                  Corporation  of a merger,  consolidation,  share  exchange  or
                  other   reorganization   in  which  the  shareholders  of  the
                  Corporation  immediately  prior to the  transaction do not own
                  equity  securities of the  surviving  entity  representing  at
                  least fifty  percent  (50%) of the  combined  voting  power or
                  value  of  the  surviving  entity's  then  outstanding  voting
                  securities immediately after the transaction;

                           (e) the sale or transfer  of more than fifty  percent
                  (50%) of the  value of the  assets  of the  Corporation,  in a
                  single transaction, in a series of related transactions, or in
                  a series of transactions over any one year period; or

                           (f) a dissolution or liquidation of the Corporation.



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         Notwithstanding  any  other  provision  of the  Plan or any  applicable
agreement  documenting an award under the Plan, in the event of a termination of
a Grantee's or Optionee's  employment,  other than a  termination  for cause (as
defined in  Section  15 of the Plan),  the Plan  Committee  may  accelerate  the
vesting of any shares of  Restricted  Stock or Stock  Option  granted  under the
Plan. "

         4. By deleting the existing second  paragraph of Section 20 of the Plan
in its entirety.

         Except as specifically  amended hereby, the remaining provisions of the
Plan  shall  remain in full force and  effect as prior to the  adoption  of this
First Amendment.

         IN WITNESS WHEREOF,  the Corporation has caused this First Amendment to
be executed, effective as of the date first above written.


ATTEST:                                     OMEGA WORLDWIDE, INC.

By: /s/: Susan Allene Kovach             By: /s/: Essel W. Bailey, Jr.
-----------------------------            ------------------------------
Title: Vice President, General Counsel   Title: President and Chief Executive
        and Secretary                           Officer